The SEC Division of Corporate Finance granted no-action relief to technology company Yahoo! Inc. ("Yahoo") from tender offer requirements under Exchange Act Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii), and 14e-1(b). The relief permits Yahoo to engage in a tender offer to acquire a portion of its outstanding common stock through a "modified Dutch auction," subject to the stock's purchase price being set by Yahoo and based on the formula set out in the company's no-action request.
The purpose of the tender offer is to provide liquidity to investors in connection with the pending sale of Yahoo's operating business to Verizon Communications, Inc. As a result of the sale, Yahoo will become an SEC-registered investment company, and shares of its common stock no longer will be included in the S&P 500 index.
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